Common use of Absence of Violation Clause in Contracts

Absence of Violation. The Company is not in violation of or default under, nor has the Company breached, any term or provision of its certificate or articles of incorporation or bylaws or any Material Agreement or restriction to which the Company is a party or by which the Company is bound or any of its Material Assets are bound or affected. Neither the Company nor any of its officers, directors, employees or agents (or, to the Company's Knowledge, stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of such entity) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful, questionable payment of money or other thing of value, any extraordinary discount, or any other unlawful or unusual inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company (including, without limitation, any offer, payment or promise to pay money or other thing of value (a) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company in obtaining business for or with, or directing business to, any person, or (b) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes. The business of the Company is not in any manner dependent upon the making or receipt of such payments, discounts or other inducements.

Absence of Violation. The Company is not in violation of or default under, nor has the Company breached, any term or provision of its certificate or articles of incorporation or bylaws or any Material Agreement or restriction to which the Company is a party or by which the Company is bound or any of its Material Assets are bound or affected. Neither the Company nor any of its officers, directors, employees or agents (or, to the Company's Knowledgeknowledge, stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of such entity) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful, questionable payment of money or other thing of value, any extraordinary discount, or any other unlawful or unusual inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company (including, without limitation, any offer, payment or promise to pay money or other thing of value (a) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company in obtaining business for or with, or directing business to, any person, or (b) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes. The business of the Company is not in any manner dependent upon the making or receipt of such payments, discounts or other inducements.

Absence of Violation. The Contributing Company is not in violation of or default under, nor has the Company it breached, any term or provision of its certificate or articles of incorporation or formation or bylaws or operating agreement or any Material material Agreement or restriction to which the Company it is a party or by which the Contributing Company is bound or any of its Material Assets are Asset thereof is bound or affected. Neither the The Contributing Company nor any of and its officers, directors, employees or agents (oror stockholders, to the Company's Knowledge, stockholdersmembers, distributors, representatives or other persons acting on the express, implied or apparent authority of such entity) have not paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful, questionable or unusual payment of money or other thing of value, any extraordinary discount, or any other unlawful or unusual inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Contributing Company (including, without limitation, any offer, payment or promise to pay money or other thing of value (ai) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Contributing Company in obtaining business for or with, or directing business to, any person, or (bii) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes). The business of the Contributing Company is not in any manner dependent upon the making or receipt of such payments, discounts or other inducements.